Recorded in Washington, California, Kentucky, Wisconsin, Ohio, South Carolina, and Belgium.

All performances by Matt Frazier except where noted.

1. There's Always Something
Adam Castillo—guitar solo
Sundee Frazier—backing vocals
2. When You Were Wild
Sundee Frazier—backing vocal
Grace Liao Lee—violin
Achlaï Ernest Wallace—backing vocal
3. Sometimes Love
Sundee Frazier—backing vocal
Andy McCutcheon—12-string electric guitar
4. Joe
Steve Bartkoski—organ
Deborah Holland—backing vocal
Stuart Vessels—electric guitars
5. Kenny is Never Blue
6. If You Liked Yourself
Steve Bartkoski—organ
Sundee Frazier—backing vocal
7. None of Them Are Me
Sundee Frazier—backing vocal
JJ Hansen—backing vocals
Dennis Ledford—electric guitar
8. Let's Go
Steve Bartkoski—organ
Joe Butterfield—guitar solo
9. I'm Waiting for You
Sundee Frazier—backing vocal
Dave Martyn—electric piano
10. Again Again
Sundee Frazier—backing vocal
Kevin McConeghey—harmonica
11. All She Ever Wanted
Sundee Frazier